Statement of Changes in Beneficial Ownership (4)
18 October 2022 - 07:43AM
Edgar (US Regulatory)
FORM 4
[ ] Check this box if no longer subject to Section
16. Form 4 or Form 5 obligations may continue. See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
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OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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Filed pursuant to Section 16(a) of the
Securities Exchange Act of 1934 or Section 30(h) of the Investment
Company Act of 1940
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1. Name
and Address of Reporting Person * Flagship Ventures Fund IV
General Partner LLC |
2. Issuer Name and Ticker or Trading
Symbol Axcella Health Inc. [ AXLA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)_____
Director __X__
10% Owner
_____ Officer (give title
below) _____ Other
(specify below)
|
(Last)
(First)
(Middle)
55 CAMBRIDGE PARKWAY, SUITE 800E, |
3. Date of Earliest Transaction (MM/DD/YYYY)
10/13/2022
|
(Street)
CAMBRIDGE, MA 02142
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line) ___
Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting
Person |
Table I - Non-Derivative Securities Acquired, Disposed of, or
Beneficially Owned
|
1.Title of Security
(Instr. 3) |
2. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. Code
(Instr. 8) |
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) |
5. Amount of Securities Beneficially Owned Following
Reported Transaction(s)
(Instr. 3 and 4) |
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) |
7. Nature of Indirect Beneficial Ownership (Instr.
4) |
Code |
V |
Amount |
(A) or (D) |
Price |
Common Stock |
10/13/2022 |
|
P(1) |
|
2743902 |
A |
$1.64 |
11344305 |
I |
By Flagship Ventures Fund IV,
L.P. (2) |
Common Stock |
10/13/2022 |
|
P(3) |
|
2757333 |
A |
$1.64 |
14101638 |
I |
By Flagship Ventures Fund IV,
L.P. (2) |
Common Stock |
10/13/2022 |
|
P(1) |
|
914634 |
A |
$1.64 |
5380500 |
I |
By Flagship Ventures Opportunities I,
L.P. (4) |
Common Stock |
10/13/2022 |
|
P(3) |
|
919111 |
A |
$1.64 |
6299611 |
I |
By Flagship Ventures Opportunities I,
L.P. (4) |
Common Stock |
10/13/2022 |
|
P(1) |
|
3048780 |
A |
$1.64 |
3048780 |
I |
By FPA, L.P. (5) |
Common Stock |
|
|
|
|
|
|
|
2004657 |
I |
By Flagship Ventures Fund IV-Rx,
L.P. (6) |
Common Stock |
|
|
|
|
|
|
|
2035830 |
I |
By Flagship VentureLabs IV, LLC (7) |
Common Stock |
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|
|
|
|
|
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1761029 |
I |
By Flagship Ventures Fund 2007,
L.P. (8) |
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative
Security |
3. Trans. Date |
3A. Deemed Execution Date, if any |
4. Trans. Code
(Instr. 8) |
5. Number of Derivative Securities Acquired (A) or
Disposed of (D)
(Instr. 3, 4 and 5) |
6. Date Exercisable and Expiration Date |
7. Title and Amount of Securities Underlying
Derivative Security
(Instr. 3 and 4) |
8. Price of Derivative Security
(Instr. 5) |
9. Number of derivative Securities Beneficially
Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct
(D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr.
4) |
Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Explanation of
Responses: |
(1) |
On October 13, 2022,
Flagship Ventures Fund IV, L.P. ("Flagship Fund IV"), Flagship
Ventures Opportunities Fund I, L.P. ("Flagship Opportunities I")
and FPA, L.P. ("FPA Fund") purchased 2,743,902 shares, 914,634
shares and 3,048,780 shares, respectively, of the Issuer's Common
Stock in a registered direct offering (the "October 2022 Offering")
at a price of $1.64 per share pursuant to a Securities Purchase
Agreement dated October 13, 2022. |
(2) |
Shares held by Flagship Fund
IV. Flagship Ventures Fund IV General Partner LLC ("Flagship Fund
IV GP") is the general partner of Flagship Fund IV. Noubar B.
Afeyan, Ph.D. is the sole manager of Flagship Fund IV GP. Each of
the reporting persons except for Flagship Fund IV disclaims
beneficial ownership of such shares except to the extent of his or
its pecuniary interest therein. |
(3) |
Represents shares of Common
Stock issued upon conversion of unsecured convertible promissory
notes (the "Notes") previously held by Flagship Fund IV and
Flagship Opportunities I that were issued pursuant to the terms of
the Securities Purchase Agreement dated September 20, 2022. In
connection with the October 2022 Offering, the conversion price of
the Notes became fixed at $1.64 and the outstanding principal plus
accrued interest of the Notes held by Flagship Fund IV and Flagship
Opportunities I automatically converted into 2,757,333 shares and
919,111 shares, respectively, of the Issuer's Common
Stock. |
(4) |
Shares held by Flagship
Opportunities I. Flagship Ventures Opportunities Fund I General
Partner LLC ("Flagship Opportunities GP") is the general partner of
Flagship Opportunities I. Noubar B. Afeyan, Ph.D. is the sole
manager of Flagship Opportunities GP. Each of the reporting persons
except for Flagship Opportunities I disclaims beneficial ownership
of the shares except to the extent of his or its pecuniary interest
therein. |
(5) |
Shares held by FPA Fund. FPA
General Partner LLC ("FPA Fund GP") is the general partner of FPA
Fund. Flagship Pioneering, Inc. ("Flagship Pioneering") is the
manager of FPA Fund GP. Noubar B. Afeyan, Ph.D. is the CEO and sole
stockholder of Flagship Pioneering. Each of the reporting persons
except for FPA Fund disclaims beneficial ownership of such shares
except to the extent of his or its pecuniary interest
therein. |
(6) |
Shares held by Flagship
Ventures Fund IV-Rx, L.P., ("Flagship Fund IV-Rx"). Flagship Fund
IV GP is the general partner of Flagship Fund IV-Rx. Noubar B.
Afeyan, Ph.D. is the sole manager of Flagship Fund IV GP. Each of
the reporting persons except for Flagship Fund IV-Rx disclaims
beneficial ownership of such shares except to the extent of his or
its pecuniary interest therein. |
(7) |
Shares held by Flagship
VentureLabs IV, LLC ("VentureLabs IV"). Flagship Fund IV is a
member of VentureLabs IV and also serves as its manager. Flagship
Fund IV GP is the general partner of Flagship Fund IV. Noubar B.
Afeyan, Ph.D. is the sole manager of Flagship Fund IV GP. Each of
the reporting persons except for VentureLabs IV disclaims
beneficial ownership of such shares except to the extent of his or
its pecuniary interest therein. |
(8) |
Shares held by Flagship
Ventures Fund 2007, L.P. ("Flagship Fund 2007"). Flagship Ventures
Fund 2007 General Partner LLC ("Fund 2007 GP") is the general
partner of Flagship Fund 2007. Noubar B. Afeyan, Ph.D. is the sole
manager of Fund 2007 GP. Each of the reporting persons except for
Flagship Fund 2007 disclaims beneficial ownership of such shares
except to the extent of his or its pecuniary interest
therein. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
Flagship Ventures Fund IV General Partner LLC
55 CAMBRIDGE PARKWAY, SUITE 800E
CAMBRIDGE, MA 02142 |
|
X |
|
|
Flagship Ventures Fund IV, L.P.
55 CAMBRIDGE PARKWAY, SUITE 800E
CAMBRIDGE, MA 02142 |
|
X |
|
|
Flagship Ventures Opportunities Fund I General
Partner LLC
55 CAMBRIDGE PARKWAY, SUITE 800E
CAMBRIDGE, MA 02142 |
|
X |
|
|
Flagship Ventures Opportunities Fund I, L.P.
55 CAMBRIDGE PARKWAY, SUITE 800E
CAMBRIDGE, MA 02142 |
|
X |
|
|
AFEYAN NOUBAR
55 CAMBRIDGE PARKWAY, SUITE 800E
20 ACORN PARK DRIVE
CAMBRIDGE, MA 02142 |
|
X |
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Signatures
|
Flagship Ventures Fund IV General Partner LLC,
By: /s/ Noubar B. Afeyan, Ph.D., Name: Noubar B. Afeyan, Ph.D.,
Title: Manager |
|
10/17/2022 |
**Signature of Reporting
Person |
Date |
Flagship Ventures Fund IV, L.P., By: Flagship
Ventures Fund IV General Partner LLC, its general partner, By: /s/
Noubar B. Afeyan, Ph.D., Name: Noubar B. Afeyan, Ph.D., Title:
Manager |
|
10/17/2022 |
**Signature of Reporting
Person |
Date |
Flagship Ventures Opportunities Fund I General
Partner LLC, By: /s/ Noubar B. Afeyan, Ph.D., Name: Noubar B.
Afeyan, Ph.D., Title: Manager |
|
10/17/2022 |
**Signature of Reporting
Person |
Date |
Flagship Ventures Opportunities Fund I, L.P. By:
Flagship Ventures Opportunities Fund I General Partner LLC, its
general partner, By: /s/ Noubar B. Afeyan, Ph.D., Name: Noubar B.
Afeyan, Ph.D., Title: Manager |
|
10/17/2022 |
**Signature of Reporting
Person |
Date |
Noubar B. Afeyan, Ph.D. By: /s/ Noubar B. Afeyan,
Ph.D. |
|
10/17/2022 |
**Signature of Reporting
Person |
Date |
Reminder: Report on a separate line for each class
of securities beneficially owned directly or
indirectly. |
* |
If the form is filed by more than one
reporting person, see Instruction 4(b)(v). |
** |
Intentional misstatements or omissions
of facts constitute Federal Criminal Violations. See 18
U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: |
File three copies of this Form, one of
which must be manually signed. If space is insufficient, see
Instruction 6 for procedure. |
Persons who respond to the collection of information
contained in this form are not required to respond unless the form
displays a currently valid OMB control number. |
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